


Baby I was Afraid Before

by phoenixflight



Category: Captain America (Movies)
Genre: Angst and Fluff and Smut, Multi, Period Typical Attitudes, Porn with Feelings, Threesome - F/M/M, World War II, World War Threesome
Language: English
Status: Completed
Published: 2018-10-17
Updated: 2018-10-17
Packaged: 2019-08-03 10:31:01
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 8,274
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16324544
Author URL: https://archiveofourown.org/users/phoenixflight/pseuds/phoenixflight
Summary: Bucky Barnes and Peggy Carter met in the medic’s tent.She looked at Steve, asleep beside his friend's cot, his hand on Barnes' chest, and raised her eyebrows. Barnes, looking back, narrowed his eyes. It was like one of those picture puzzles where a hidden image emerged if you looked at it right, but once you had seen it you couldn’t stop seeing it. Steve and Barnes. Together.





	Baby I was Afraid Before

**Author's Note:**

> This fic casually takes place in the same 'verse as my fic Mouthy, Tiny, and Pig-Headed, and is also casually a prequel for a longer Steve/Buck/Peg fic that I am working on, but can absolutely be read as a standalone. 
> 
> Title from Belinda Carlisle's Heaven is a Place on Earth

**Part One - Peggy**

The shouting started on the edge of camp while Peggy was in a meeting with Phillips and a handful of brass. She knew she was still in trouble over Steve’s disappearance because Phillips had ordered her to pour the coffee in front of everyone, rather than giving her the dubious courtesy of allowing it to be an unspoken expectation. She was holding the steaming coffee pot when they heard men yelling – not the urgent shouts of an ambush but something excited, celebratory. Maps and ciphers abandoned, they all ducked out of the tent, looking toward the noise.

Sunlight was cutting through the morning fog, the trees glistening with dripping dew. Marching into camp at the head of a ragged, filthy company, was Steve Rogers. His head was high, shoulders back, sunlight blazing on his yellow hair. Peggy felt something lurch in her stomach.

She didn’t notice the bruised, angry shadow of a man beside him, except as one of several hundred others who looked the same. 

It transpired that Steve had single-handedly liberated 183 prisoners of war, some injured and sick, all malnourished. Medics and soldiers swarmed them. Phillips crossed his arms and spoke out of the side of his mouth to Peggy. “Just because it worked out this time, don’t make it a habit, Agent.”

There was a long debrief where Rogers described the rescue, the technology he’d seen, a Hydra map he had glimpsed, any detail he could recall, which was plenty. She wondered if the serum had enhanced that skill, or if it was the natural visual memory of an artist. 

After the debrief Rogers had disappeared. She found him in the medical tent a little later – not that she’d been looking for him, really.

She ducked into the medic’s tent just to check on the liberated men and saw the unmistakable bright head and broad shoulders of Captain Rogers. Steve was sitting on the ground next to one of the cots. The man on the cot had been beside him on the march in, she thought. A dark-haired, pale-faced young man, no older than Steve but looking aged by the hollowness of his cheeks and the circles under his eyes. Steve had his head resting on one arm, tucked against the young man’s side, eyes closed and breathing deeply, one hand splayed over the mans’ chest. The other man was awake though, one hand curled on Steve’s shoulder.

Peggy blinked, looking at the two of them. The young man narrowed his eyes.

Stepping around a nurse carrying a tray of bandages, Peggy approached the cot and looked down. There was a stubborn set to the young man’s jaw. “Sergeant Barnes, I presume,” Peggy said.

“Who’s asking?” the man grunted. His voice was hoarse but had a pleasant timbre. 

“I’m Agent Carter, Special Scientific Reserve.”

“You’re the dame, then.” Peggy felt a little flutter of something in her ribcage. Steve had mentioned her?

“And you’re the best friend,” she replied evenly.

Something complicated passed over his face and his eyes flickered. He twisted his head to look at Steve, who was snoring gently. “I guess so.”

 

It was like one of those picture puzzles where a hidden image emerged if you looked at it right, but once you had seen it you couldn’t stop seeing it. 

Steve and Barnes were attached at the hip. Steve dragged Sergeant Barnes to the mess tent, to the showers, to classified briefings, glaring at anyone who dared to question his NCO’s presence. Peggy wondered why no one else was seeing what she had seen when it was blazingly, painfully obvious.

Steve was putting together a crack force, and she had somehow become the unofficial go-between for his special services unit. During a particularly tense meeting where Steve had argued vehemently for the inclusion of Jones and Morita, and Bucky had stood behind his chair stony as a statue of an avenging angel, Colonel Phillips had leaned over and muttered to her, “I blame you,” which she felt was unfair. Anyone who had met Steve Rogers knew there was no force on earth that could budge him. Especially now he was six feet and 200-odd pounds of muscle. 

It wasn’t exactly a punishment to be attached to the unofficial unit as their intelligence liaison and part-time code breaker. It meant that she was often tracking Steve down in HQ to deliver briefings and running into him outside meetings. Barnes was always a half step behind him, eyes watchful. 

When she and Steve were together, Barnes would back off, making up an excuse to disappear entirely, or just fading into the background. Each time he did it, Steve would look after him with a faint furrow in his brow before he turned to her. 

Peggy wasn’t sure if she liked Barnes. He rarely smiled, and never talked much either except to make cutting remarks and crack dark jokes. His eyes unsettled her a little - they were always moving, as if he was watching shadows that no one else could see. It wasn’t that she was unfamiliar with the feeling - on the contrary, it made her want to look over her shoulder for her own shadows, and she disliked that. 

But sometimes he’d look at Steve, or Steve would look at him, and she would see the palpable softness and warmth between them, and she thought she understood. 

Then sometimes Steve would look at her and blush, or bite his lip, and she wondered if she was wrong about them. 

When she was thirteen, she and her best friend Mary Louis had spent an entire summer practicing kissing in her brother’s tree house. They had gotten quite good at it. Then in year 10 Mary Louis had gotten a boyfriend and they never talked about it again, but Peggy Carter had quietly decided that boys were smelly and noisy and generally unpleasant, and that if it was entirely necessary to kiss anyone, she could kiss girls. 

By the time she had grown up she had figured out the flaw in that plan, of course. Marrying a man was just one of the many unpleasant parts of being a woman. That wasn’t how her mother had said it, when her parents suggested that wouldn’t the oldest Wells boy make an excellent match for Margaret? But that was what she meant. 

Her engagement to Fred thankfully had involved very little kissing, but she might well have ended up kissing at the altar if it hadn’t been for the war. It was awful to be grateful to the war for anything but on some nights when she imagined a lifetime spent as Mrs. Fred Wells, she couldn’t help the shudder of relief at her escape. 

So her undeniable attraction Rogers was a bit of a surprise. Well, the attraction was obvious enough; you’d have to be blind to miss the broad shoulders, the jaw, the eyes. But it was the skinny, wheezing man who had fought his way through basic on sheer guts who had first caught her attention. 

It wasn’t that she didn’t like men. She liked them just fine until they opened their mouths. At every turn, she waited for Steve Rogers to say or do something unpleasant; to reveal himself as just another man. And he hadn’t yet. Peggy was, against her better judgement, intrigued. 

Which made her speculations on him and Barnes all the more frustrating. She had often heard friends sighing over how the good men were always taken - they hadn’t meant like this of course, but it wasn’t so different. She could understand that. But then, Steve shouldn’t have looked at her the way he did, and the deliberate way Barnes kept leaving the two of them alone… it was all very confusing. 

 

The evening everything changed, Peggy had seen the Commandos heading for the mess hall with a deck of cards and a couple of suspicious bottles. Steve and Barnes had been with them. Peggy had a folder of briefing papers to deliver, but they weren’t urgent. The men were just back from their first mission as a unit, so she suspected it would be a raucous night. There was no need to interrupt, she could leave the papers in his tent. Carrying the folder, she crossed the camp.

His officer’s tent was billeted a little way from his men’s. There was no light burning within, so she ducked through the flap without announcing herself. A gasp and quick movement startled her. 

On the cot in the dim light, two bodies jolted apart. Her stomach flipped uncomfortably as she realized what she was seeing. It was Steve and Barnes. Both were fully dressed, but they had been lying with their arms around each other, knees tangled until she had entered. 

“Peggy.” Steve sat up, sounding embarrassed and apologetic. 

She could just make out their expressions in blue shadows. Behind Steve, Barnes’ face was hard; defiant and afraid. It was the fear that made say what she said. It reckless and unwise, but this was war and she was used to making snap decisions under pressure. She opened her mouth. “I have a room with a lock on the door. If you wanted.”

Steve’s eyes widened, pale in the darkness. He was terrible at hiding his thoughts, confusion plain on his face. Barnes looked suspicious. 

Peggy remembered the folder in her hand and gestured weakly. “Sorry, I brought this for you. For the meeting tomorrow. From command.” 

“Right. Thanks.” Steve was still frowning faintly. He took the folder from her, opened his mouth, and shut it again. 

“Well. I’ll get out of your hair.” She nodded briskly and turned to go. “Goodnight.” 

“Peggy,” Steve began, but there was a small scuffle and some hissed whispering, and then after a long moment Steve said, “Goodnight.” 

 

Later, she wished she hadn’t said anything. Surely it was best to put the whole thing firmly behind them - pretend she had never seen anything at all. It was intrusive and inappropriate for her to have seen even as much as she did, much less invite them to use her private room for it. 

Thankfully, she was almost certain Steve would never take her up on her ill-considered offer. He was too much a gentleman, or at least too easily embarrassed. So she was quietly shocked when there was a rap on her door late in the evening the following week to see an extremely red-faced Steve glancing over his shoulder nervously, and a grim Sergeant Barnes. 

“Peggy,” Steve began, looking distinctly red-faced. “Nice to see you. We aren't interrupting you, are we?” 

Barnes rolled his eyes and hustled Steve into the room, shutting the door firmly behind him. “Sorry to invite ourselves in, but I didn’t want to have this conversation in the hall.” 

Peggy swallowed. Her heart was rabbiting under her ribs, and she suddenly felt a bit pink herself. “What conversation was that?” 

Steve blushed deeper. “It was nothing really.” Barnes elbowed him. “I mean, we just thought it’d be impolite not to take you up on your offer of… visiting.” 

Barnes put a hand on his shoulder, an innocuous gesture except she could see his knuckles whitening as he squeezed. “The thing is, ma'am,” 

“Agent.” 

He blinked, and she drew her shoulders a little straighter, daring him to contradict her. Barnes just shrugged “The thing is, Agent Carter, Steve here is an asset to the US military. All he’s wanted since 1939 Is to beat up fascists, and he’s just pleased as punch to be here fighting. And as his sergeant, it’s my job to look out for him. Make sure nothing happens to him” Barnes glared at her, a crazy glint in his eyes. “So I just wanted to make sure we were on the same page. Wouldn’t want any… miscommunications.” 

His foreign accent drew out the words into something exotic sounding, and she thought of an American film she saw once where a mobster had drawled threats just like that. “I assure you, Sergeant Barnes, you and I are perfectly in accord where Captain Roger’s wellbeing is concerned.” She was proud of how steady her voice sounded. 

“Good. Well. Good.” His shoulders relaxed a little. “I guess you also oughta know that he’s a swell fella. Just about the best guy I ever met in my life.” 

She felt her cheeks warm, and pursed her lips. “Well, yes. I believe that.” 

“And he thinks the same about you,” Barnes continued, voice determined. “That you’re swell.” 

Steve gave a little squeak of protest, and Peggy frowned at both of them. They were having a silent conversation with their eyes, and Steve was blushing. “I’m sure he thinks you are swell, also,” she said, a little pointedly. It was forward, but she was frustrated with her own lack of comprehension. 

Barnes’ eyebrows shot up, and Steve made a choking noise. “What if he does?” Barnes said evenly. “A man’s allowed to have a best friend, isn’t he?”

“Of course, but... Look, if it’s...” She stopped and drew a breath. “You can stay, you know.” The words tumbled out, all the wrong shape she realized as both of them widened their eyes. “I mean,” she amended hastily. “The two of you can stay, and I’ll go. Get some tea! For half an hour. If you wanted. Since your tent doesn’t lock.” Her face was on fire. 

Steve was turning the color of cooked lobster, but Barnes’ eyes were narrowed, dark with consideration. That look made her heart speed up. “That’s mighty generous of you,” he said softly, and  _ oh _ , she had never noticed what a nice voice Barnes had when it went all low and slow like that. “Only I reckon there’s something wrong with that picture. Oughtn’t it be me who leaves?” 

Feeling reckless and brave, Peggy lifted her chin. “I wouldn’t presume to impose.” 

Barnes stared at her, and then huffed a little laugh, the corner of his mouth curling up. “Well then, I guess we’re at an impasse. How ‘bout a compromise? We both stay.” Steve drew a sharp breath. 

Her stomach flipped. “You don’t mean…” 

Barnes nodded. 

“Can I talk to you?” Steve said, grabbing Barnes’ arm. “Excuse us.” He hustled Barnes to the far corner of her room, which put them at the end of her narrow bed. They whispered fiercely with their back to her, Steve’s head bent down to Barnes’ ear. At one point his voice rose and she heard him say, “...a lady, Buck!” 

Peggy’s heart was pounding. She felt warm all over, her uniform jacket suddenly too heavy. She’d never thought… of course, she knew one  _ could _ … Steve and Barnes both, she thought, a little hysterically. She’d never allowed herself to imagine more than a vague intimacy with Steve - how it might be to run her hands down his chest, feel his strong arms close around her, tilt her head up to kiss him. 

Watching the two of them argue, she was suddenly struck by how they’d look together - Barnes’ dark hair against Steve’s fair as they kissed, their difference in height despite Barnes not being a small man. And  _ god, _ either one of them could lift her up easily. She hadn’t known that was something that would make her hot until the thought flashed through her mind, but she was beginning to sweat under her collar. 

_ Mother would die of shock _ , a voice whispered in her head. And then, absurdly, she thought of her brother. Or more precisely, her brother’s grave. They were at war. 

Swallowing hard, she began to unbutton her jacket.

 

**Part Two - Bucky**

“Would you just relax?” Bucky was saying, when he felt Steve go very still beside him. He turned with his mouth still open and thought  _ jackpot _ . Carter had the front buttons of her uniform almost undone. A twist of guilt and desire clenched in Bucky’s gut and he squeezed his hand reflexively around Steve’s arm. 

She froze when she saw them looking. Steve was frozen too, tense under Bucky’s hand. Bucky felt his heartbeat speed up.  _ Moment of truth. _ “Don’t stop on my account, Carter.” 

“Bucky,” Steve hissed. 

“Shut up, Steve.” The little punk didn't know what was good for him, never had, but Bucky knew a good thing when he saw it. Especially when it was already taking off its clothes for him. Although from the look on her face, Carter was already having second thoughts. That wouldn't do. He didn't think he could orchestrate this again. 

You'd think it would be easier to get Steve into bed with girls now that he was 250 pounds of muscle and jawline, but no, turned out it was just as much of a hassle as it had ever been. Steve was mostly to blame. 

By Bucky’s count there had been no fewer than six women so far, Carter not included, who would have hopped in bed with Steve given half a chance. And that was saying something, given the scarcity of women around an army camp. There had been at least a couple of guys too, but that wasn't what Bucky was in the market for. Neither were the one night stands with women. He was playing the long game for Steve, always had been, because Steve was too stubborn, too idealistic, too  _ something _ , to play it himself. 

Before the war they used to go on double dates, and mostly they went poorly, but sometimes they went well. On those nights, when the two of them climbed into bed together afterward, Steve would say things like, “I feel bad leading these gals on,” and Bucky would tuck Steve’s small, bony body against his chest, and say, “You aren’t leading them on, you just haven’t met the right girl yet.” 

Well, the right girl had arrived, clear as daylight, and Bucky wasn’t about to let Steve fuck this up, just because he wanted to keep holding onto Bucky’s apron strings. Metaphorically speaking. Obviously. 

If that meant coaching Steve into bed with Carter, well, it wasn’t anything they hadn’t done before, although never with a woman. And it wasn’t as if it were a hardship. Carter was a knockout. Her vivid lipstick, her glossy curls, those perfect tits. They’d be too big for one handful, but Steve had huge hands now… 

Bucky shook himself and nudged Steve. “Go on.” 

Hesitantly, Steve shuffled across the room. The serum had given him an uncanny grace that offset the ungainliness of his new bulk, but now every inch of him screamed uncertainty and he looked like he was wishing for fewer inches. 

Carter was standing very still, watching like someone sizing up room, unsure yet what was coming, until Steve was standing right in front of her, close enough to touch. 

“Are you sure?” he asked seriously. 

Bucky felt his heart squeeze. Steve had sounded the exact same the night they had first kissed the muggy summer Steve turned sixteen. After weeks of jerking off silently together on their shared pallet in the Barnes’ kitchen, somehow they had rolled together and started kissing, messy and unsure, sweat sticking their skin together, and Steve had pulled back, hot breath gusting against Bucky’s chin, and whispered,  _ Buck, are you sure? _

Peggy tilted her head up to look Steve in the eye. “Are you?” she asked. 

“Yes. No. I mean, I’m sure that I want… but I don’t know if… how this…” 

“Me too,” she said, and curled her hands on the lapels of his uniform jacket, pulling him down to kiss her. Bucky looked away. This is what he wanted, this was the whole point. He could give Steve away if he had to - had always known that he would - but he was too much of a coward to watch. 

_ Are you sure _ , Steve had asked.  _ Yes, _ Bucky’d said.  _ Yes, I’m sure,  _ and kissed him. 

“Sergeant.” 

“What?” He looked up, startled. Carter was pink, her lipstick smeared. There was some of the red on Steve’s mouth, he noticed dizzily, just like that drag show in ‘39. Bucky swallowed a hysterical laugh. Steve’s hands were on her waist, and he was watching Bucky too. He’d missed something.  _ Focus, Barnes.  _

“I said,  _ now you _ ,” Carter repeated. 

“Me?” 

“You two.” She was blushing furiously, but she stepped bed a little from Steve, arms crossed and jaw set. “Isn’t that what you meant?” 

It hadn’t been, no, no that was just an excuse to get Steve in the room, to chaperone them into bed together. Steve wasn’t the kind of cad to love ‘em and leave ‘em, so Bucky knew as soon as they’d done the deed his work was over. He hadn’t exactly planned to mack on Steve in front of his gal. 

But Carter was watching with a narrow, stubborn look on her face that reminded Bucky uncannily of Steve. Squaring his shoulders, he gave her his best dancehall smile which felt rusty on his face, and sauntered across the room toward them. There was a crook to the corner of Steve’s mouth that said he didn’t buy the act, but Bucky ignored him. 

There was a flutter under his ribcage; not like nerves before a raid but the tremulous anticipation of a first dance, a first kiss. He had almost forgotten what that felt like. 

It was still strange tipping his head back to look at Steve - dizzying and bittersweet. He put a hand on Steve’s arm, feeling his warmth even through the wool of his sleeve. Peggy was watching them closely. Steve was always running hot now, like he’d only ever been before while running a fever. When they shared a tent on missions, Bucky kept bolting upright in the middle of the night, opening his mouth to shout  _ Ma! Come quick! Stevie’s burning up! _

But Steve tasted the same, still kissed the same way. Bucky cupped his square jaw, closing his eyes as Steve’s lips brushed his. Carter’s gaze on them was an itch under Bucky’s skin, a buzzy, hot feeling. Hiding was a habit, a lifestyle, a religion; don’t look too long or touch too tenderly, laugh along with the jokes about queers, take girls out dancing and take them home. Being watched with Steve openly was a special kind of thrill, that they only got at certain bars. They hadn’t kissed in front of anyone else since before Bucky’s deployment and his dick was starting to take notice, a pleasant warmth pooling in his stomach despite the flutter of fear. Steve’s mouth was warm and familiar, the kiss tentative. 

Steve made a noise in his throat and gripped his waist, pulling Bucky’s body flush against his and deepening the kiss. Bucky squawked a muffled protest. Stevie didn’t know the meaning of caution sometimes.

_ What the hell.  _  If they were going to get court martialed and blue-carded, might as well make it a show. Clutching at those impossible shoulders for balance, Bucky tilted his head and kissed back, letting his mouth open so that Carter could see their tongues sliding together. He let himself roll his hips against Steve’s the way he wanted to, and  _ fuck _ Steve was hard already, rock hard. It made Bucky’s cock twitch and grow in his trousers. Arms looped around Steve’s neck, Bucky pulled himself up, letting Steve take his weight as he rubbed off on Steve’s thigh and Steve lifted him for a better angle as if he barely noticed the weight. And he’d loved Steve little, honest to god, loved everything about him; how perfectly he fit in his arms, how easy he was to pick up and tickle, how beautiful he’d been even when you could count his ribs. But  _ Jesus _ there was nothing like getting practically swept off your feet by 250 pounds of sci-fi perfection.  

He arched his back like girls did when they showed off in a dip on the dance floor, letting Steve bend him over a little. Bucky’d always liked being watched, and Carter hadn’t run to get the Colonel yet. Pulling away from Steve’s mouth to pant, he glanced at Carter, trying to read her. She had a damnably good poker face, but her cheeks were pink, fingers curled in the fabric of her uniform skirt, and Bucky was an old hand at this game. He’d been braced for uncertainty, even disgust, but he’d recognize that look anywhere. The rush of relief made him dizzy. 

He groaned, sliding his fingers into Steve’s hair and yanking his head back. Steve made a choked sound as Bucky bit his exposed throat. That was another new perk - he could leave as many marks as he wanted and they’d fade before anyone had time to ask questions. Steve was flushed all the way down to his collar, starting to sweat.  Sucking one last purple bruise onto his neck, Bucky pulled back reluctantly. This wasn’t his show to run. 

When he looked over at Carter she was biting her lip, eyes dark;  _ god _ she was beautiful. The thought of watching her and Steve together sent a shiver of heat through his gut. “Well?” he said, clearing his throat, hearing the just-kissed raspiness of his own voice. Steve looked over at her too, huge chest heaving. 

Carter nodded, once, jerkily, and popped the last few buttons on her uniform jacket. Underneath her white shirt was crisp and neatly tucked. Bucky let out a breath he hadn’t realized he was holding and reached for Steve’s top button himself. He got Steve peeled out of the jacket and pushed him toward Carter with a hand on the small of his back. “What’re you waiting for?” 

Steve obediently stepped toward Carter, cupping her cheek as he kissed her, and Bucky was about to step away when Steve’s hand shot out and gripped his arm, keeping him close. His eyes weren’t even open, what the hell? He had ears like a cat now, after a lifetime of being half deaf. 

He looked down at Steve’s hand on his wrist. No way could he pull out of that iron grip, god bless science and the US government. “Hey, Stevie. You got the wrong person, your gal’s over there.” 

They broke apart. Carter was looking at him with something reckless and familiar in her gaze. He only had a moment’s warning before she squared her shoulders, reached out, and grabbed him by the lapel, still with one arm around Steve’s neck. 

“I am not anybody’s gal,” she said, and kissed him. 

A shock ran through him, and he kissed her back on instinct. The waxy taste of her lipstick, her soft cheeks without any stubble, the distinct curve of her body as he put his hand on her waist; he’d kissed dozens of girls just like this, but now Steve was pressed up against his side, Steve’s hand between his shoulder blades, warm through his jacket. And fuck,  _ fuck _ , Bucky was hard. Holy shit, they were actually going to do this. 

All three of them ended up on the bed with their shoes off. Bucky had meant to stay dressed, keep that much control at least, but it had gotten too hot in his jacket and he had discarded it, and then Steve had started unbuttoning his uniform shirt while distracting him with kisses. Carter was in her skirt and stockings - he could see her nipples hard through her blouse. 

In retaliation, Bucky yanked Steve’s shirt out of his pants and popped the buttons rapidly. “Turnabout’s fair play,” he said, and curled his fingers in Steve’s undershirt, peeling it off him. Bucky watched Carter’s eyes dip down Steve’s chest and felt a burst of absurd pride.  _ That’s my Stevie. _

Grinning, Bucky pinched one of his nipples and Steve shuddered, flushing, still as sensitive as he’d always been. Carter raised her eyebrows and brushed her own thumb over his other nipple, mouth curving up in satisfaction as Steve squeaked. The front of his trousers were straining with his erection.  _ You and me both, pal. _

“Hey, Steve, you gonna let the lady do all the work?” 

Steve swallowed with an audible click and lifted a hand tentatively. “May I?” 

Carter nodded, and her eyelids fluttered as Steve cupped one of her tits in his palm, white cotton wrinkling under his fingers.  She breathed out heavily and began to undo her own buttons. Steve made a small noise in his throat as she shrugged the shirt off, leaving her in just her brassier, her nipples stiff against the fabric. Reaching behind herself, back arching, she snapped the clasp open. Steve’s eyes widened as the movement pressed her chest into his touch, and then the straps were sliding down her arms and off. 

The two of them were a picture - all of Carter’s English-pale skin, glossy curls brushing her shoulders, the lush, generous weight of her tits - her brown nipples standing up. Steve’s stunned expression, pink mouth open, one huge hand cupping the curve of her left breast, uncertain, reverent. 

In a tender rush, Bucky squeezed the back of Steve’s neck and slid his hand down Steve’s arm until his hand was on top of Steve’s, feeling the soft flesh spilling between his fingers. Carefully, Bucky guided Steve’s hand in a gentle kneading motion and listened to Carter sigh. He hid a grin against Steve’s shoulder. 

Leaning close to Steve’s good ear - they were both good now, Bucky reminded himself - he murmured, “Use your mouth.” 

Obediently, Steve bent his head, the furious blush on his cheeks glowing against her pale skin as he closed his lips around her nipple. Hand still on her other breast, Bucky felt a tremor run through her. Fuck, they were so hot, both of them. Steve’s sweet mouth cautiously exploring, lips moving as he sucked gently, Carter’s perfect tits swaying as her breathing sped up. Bucky’s cock ached in his trousers. Abruptly, Steve pulled back, leaving her nipple hard and gleaming wet, and switched to the other side, catching Bucky’s thumb also as he sucked her into his mouth. 

His whole body jolted with heat, and Bucky felt his cock throb and leak into his shorts.  _ Not about you, Barnes, _ he scolded himself. To stop himself touching his own dick he reached out for Steve’s lap and cupped his free hand around the outline of his cock. Steve groaned, hips hitching up into his touch, and Bucky started to stroke him through the wool of his trousers - a familiar motion, although the size of Steve’s dick was still new. 

Steve’s tongue swirled hot and wet over Bucky’s thumb and Carter’s nipple, and Carter shuddered. Bucky tightened his hand on Steve’s cock, wishing it was his own. 

Lifting his head, Steve panted, “Buck, stop. I’m gonna… if you don’t stop.” 

“You gonna come, Stevie?” 

Cheeks burning, Steve nodded. 

“That’s alright. I know you can go again. If you come now, it’ll be easier to last later.”  _ Go again _ was an understatement. Whether or not the US government had intended to turn Steve Rogers into a human fuck machine, they had succeeded. Steve’s record so far was four times in half an hour, and they had only stopped because Bucky needed a break after his second orgasm, and anyway someone would miss them if they disappeared for much longer.

For all that, Bucky hadn’t actually had the luxury of watching Steve shoot in this new body. They’d gotten off together in the dark, hasty and hidden, and after the first desperate grappling when Steve had come in his pants, they had mostly sucked each other off - easier to clean up. 

As he popped the buttons on Steve’s trousers, Bucky considered bending down and taking Steve in his mouth, but his stomach rolled at the thought of doing something so obviously queer in front of Carter. A helping hand was one thing, guys did it all the time, but his mouth on Steve’s dick was another. Anyway, Steve’s dick was a goddamn work of art, and Carter seemed to be enjoying looking at it as he pulled it out, so who was he to deprive her of the view? 

She reached out, hand hovering over his, and he nodded at her. “Go ahead.” With the tip of one finger, she touched the leaking head of Steve’s cock, and he moaned as her finger slid over his slit. Pulling her hand back, cheeks pink, she rubbed the slick on her fingers curiously. “Ever seen a guy come?” Bucky asked. Carter shook her head. He leaned up to Steve’s ear. “Gonna put on a show for her, Stevie?” 

Steve shuddered, and Bucky worked his hand faster, the way he knew Steve liked it. He’d been an expert at making Steve come for months before they ever kissed. It was one of his favorite things to do. Steve was panting, sucking in great heaving gasps of air, fists clenched in the sheets. Bucky cupped Steve’s balls with his free hand, and then slid his fingers further back and pressed behind them, into the tender spot at the root of his cock. 

Steve arched up off the bed with a shout, cock spurting strands of pearly come all over his chest.  _ Holy fucking shit. _ He knew from sucking Steve off over the last month that Steve came harder and more copiously now but it was one thing to choke on it and something else to see it spattered all over his scientifically perfect abdomen. 

Peggy’s eyes were wide. He didn’t blame her - Steve’s new body put on a fireworks show. She had one hand pressed between her legs, skirt crumpled around her waist as she knelt on the bed.

Bucky looked around for Steve’s undershirt to clean up with. It had gotten tossed across the room, and instead of getting up, he pulled his own over his head. “Jesus, Steve,” he muttered, wiping him off, “You got it on your fucking chin.” Steve covered his face with both hands and made a pained noise. “Aww, don’t be shy. Carter liked it. Didn’t you?” 

Carter had her lower lip caught in her teeth, her lipstick smeared. Bucky quirked an eyebrow at the hand tucked between her thighs. “You want a hand with that?” 

Steve pushed himself upright. “Peggy, it’s alright. We don’t have to - nothing you don’t want to do.”

Bucky managed not to roll his eyes. Trust Steve to get in his own goddamn way when he was about to get his dick wet. “Of course nothing you don’t want. Steve and I can finish up on our own.” 

Her eyes narrowed very slightly, and the zipper on her skirt made a loud noise in the still room. Bucky felt a surge of heat as she squirmed out of it and he saw her white underwear, with the cotton crotch visibly damp. She pressed her knees together when she saw them looking, and blushed. Then a determined look crossed her face, and she took a deep breath that made her tits tremble. Hooking her thumbs in the waistband of her panties she shucked them off fast, like pulling a shard of metal out of a wound, stripping her stockings off with them, and  _ goddamn _ , Bucky could respect that kind of chutzpah. 

He could feel the overwhelmed arousal radiating off Steve at the reality of Peggy Carter naked in bed. She was all soft curves even after the lean times and rationing of the war. Bucky wanted to bury his face in the dark curls between her thighs but this wasn’t about him. “You can touch her,” he whispered to Steve. 

Steve put a hand tentatively on her knee, and glanced up at her face. When Carter nodded, he ran the hand up her thigh and Carter sighed, letting her legs fall open a little, leaning back on her elbows. Steve stalled on her upper thighs, and Bucky leaned over, his chest pressing against Steve’s shoulder. “Want me to show you?” He flicked his eyes up at Carter for her permission. Her cheeks were red but her eyes were dark and intent. 

Taking Steve’s hand, he guided it to the damp warmth of her cunt. Steve made a small, shocked noise in his throat and Bucky felt his own cock throb in his pants at how wet she was - god,  _ soaked _ , the tops of her thighs slippery with it. She whimpered as Bucky traced his fingers lightly down her slick folds. Steve’s hands were bigger than his, and that was a fucking rush, seeing Steve touch her like that. It reminded him of the first time he’d watch Steve suck someone else’s cock, in the backroom of one of their usual haunts - a heady surge of heat and jealousy, all tangled up. 

Carter groaned as Bucky pressed his thumb against her clit, her hips jolting up. “Here,” he muttered to Steve, guiding his fingers. “Feel that? Steady, not too hard. See how much she likes that?” Carter was bucking up against their hands, lower lip caught between her teeth, eyes squeezed shut. “That’s the most important thing in bed with a gal. Once you know how to do this, you can’t go wrong.” Steve’s brow was furrowed in concentration, his miracle-of-science cock already hard again. “That, and stretching her out propper before you fuck her.” Both Carter and Steve stared at him, Carter’s eyes flying open, and he grinned. “No rush.” 

“You think I can’t handle a couple of fingers?” she asked. Her arch tone was ruined by the hitch of her breath as Bucky rolled her clit deftly under his thumb. 

“Well, if you can  _ handle it _ ,” he drawled. “We should show Steve the ropes. Never done this before with a gal.” 

“I have,” Peggy said, lifting her chin. “Do your best, Barnes.” 

He cocked an eyebrow and grinned. Couldn’t fault Steve’s taste in dames. “Go on, Steve. You heard the lady.” Bucky looked down to watch on of Steve’s fingers slide into her. She sighed, and tilted her hips to give him better access. Her curls and thighs were glistening wet, Steve’s finger gleaming slick as he drew it out and pressed it back in. 

“It’s easy,” Steve said, awestruck. “It’s so soft.”

Peggy slapped his shoulder. “Careful who you’re calling easy, Rogers.” 

Steve blushed and stammered the start of an apology, but Peggy just rolled her eyes. “Another.” 

Bucky was well aware that Steve knew how to finger someone, so he left him to it, and took care of the fancy stuff, working her clit and figuring out how she liked it. Small tight circles, fingers wet and gliding easy. It made her buck up, working herself between his hand and Steve’s and  _ fuck, _ he was going to make a mess in his fucking pants if he wasn’t careful. 

Steve did something with his fingers that made Carter jerk suddenly and arch up off the bed, eyes going wide. She was gasping, “Oh, oh, oh,” mouth open, and bitten red. Her hair was in tumbled disarray, her lipstick smeared. She was beautiful. “I’m… don’t stop.” 

When someone says don’t stop you  _ don’t fucking stop _ , Bucky’d learned that one a long time ago. Carter came with a soft cry and a delicious shudder of her whole body, and Bucky was torn between watching her arch and shiver, and watching Steve watch her. In the end, the soft wonder on Steve’s face was too much to watch at all, and Bucky looked away, eyes on the lamp by the bedside as he worked her through the aftershocks. 

When she got too sensitive to touch and started whimpering, he left her clit and let his hand drift down where he could feel three of Steve’s fingers moving in her. Steve had always had long fingers but they were thick now too. Almost as thick as his cock, three of them. “Gonna let him fuck you, Carter? Want to pop his cherry?” 

“Buck!” Steve protested. 

Carter’s eyes fluttered closed, and her chest heaved as she drew breath, nipples standing up. “Rubber?” 

“Course.” Bucky had one in his jacket pocket, crumpled on the ground across the room. He rolled off the bed, licking his wet fingers. The tangy, salty taste of her cunt exploded on his tongue, and he took a moment to get control of himself as he rummaged in his discarded jacket. He was so hard it ached. Forcing himself to take a deep breath, he palmed the rubber and the small tin of vaseline too. He was going to watch Carter and Steve fuck, and someday when they got married, he’d remember this on their wedding night. If he wasn’t too drunk to remember anything. There was a sharp pain under his ribs. 

Pasting on a smile, he turned. They were a picture, the two of them on the bed together, Steve kneeling between Carter’s long legs, her hands fisted in the sheets on either side of her. He did something with his hand and Carter threw back her head, moaning, glossy curls tumbling in disarray on her pillow. 

“You’re a natural, pal,” he said, approaching the bed again. “You don’t need me at all.”  _ As if he ever really did _ . People got that wrong. They saw Steve, little and sick, and thought he was the one who needed Bucky.  _ Fat chance. _

Looking up sharply, something too knowing crossed Steve’s face. “Buck…” 

Bucky looked away, flipping the square packet of the rubber between his fingers. “Think you can figure this part out? It’s not so different.” 

“Bucky.” Steve’s huge hand closed around his wrist. His fingers were damp and sticky. Bucky looked down at his stocking feet on the floor. There was a theadbare place over his big toe that would be a hole in a few weeks if he didn’t do something about it. What the hell was he doing here? “Look at me.” 

Reluctantly, Bucky met Steve’s gaze, and  _ oh yeah _ , that was his familiar pissed-off punk right there. 

“You better not be thinking about walking out that door, Bucky Barnes. Because god help me, I will get up and go after you.” It wasn’t like he  _ could _ walk off, not with Steve holding him like a leather cuff. His glare said plainly,  _ I know what you’re thinking and it’s stupid. _

Bucky sighed theatrically. “Well, we can leave a lady hanging like that.” 

“That’s right.” Steve plucked the rubber out of his fingers and tore the packet open. “You alright, Peg?” 

She nodded, eyes flickering between them. “No time for cold feet, Barnes.” 

“No, ma’am.” He saluted, crisp, and she laughed and then gasped as Steve pressed his cock against her slit. One of her hands flew to Steve’s shoulder, knuckles white, eyes wide. “Okay?” Steve asked, anxious frown on his face. 

She nodded, face scrunched up, and Steve slid in by inches. Carter was panting, shivering. Bucky felt an ache of sympathy, remembering the first time Steve had ever put his cock in him - months after they’d started fucking, Bucky’s curiosity had gotten the better of his shame, and he had finally let Steve put it in him. The burning ache of penetration, the singing tension in his whole body, the intensity of connection. 

When Steve was all the way in, he bent and pressed kisses to Carter’s cheeks and forehead until she chuckled breathlessly, starting to relax. 

“Here. Like this.” With one arm under her back, Steve rolled her on her side, facing him, pulling Bucky down behind him with his other hand. It was a little fancy for a first time, but it wasn’t as if Steve was a beginner at fucking in general. Just women in particular. He hitched her knee higher on his waist, and Bucky hooked a hand behind her calf - that position could be hell on your thigh muscles. She shivered at the change of position.

Bucky’s face was pressed against Steve’s broad back, Steve’s ass rolling against his hard-on with every thrust, and Bucky couldn’t help rubbing back against him a little. Fuck, he was aching hard. He could feel the damp spot inside his shorts where his cock was leaking. The head of his dick chafed against his underwear as he rutted against Steve’s ass. It would be so easy to pull his cock out, slip a finger into Steve. The tin of Vaseline was on the bedspread. 

Carter was squirming, making needy, whimpering noises. This part of pleasuring a dame was different than fucking men, but Bucky could help with that. He slid the hand from her knee into the hot, damp space between their bodies and found her clit again. She moaned and shook as he rubbed her fast. She was slick everywhere, getting his fingers wet. 

His fingers slipped, and suddenly he was touching Steve’s dick as it slid into her. Bucky stifled a groan against Steve’s shoulder, cock jerking in his trousers. Steve’s cock was slick and hot, her cunt tight around him, tender - she gasped when his fingers skated over her lips and Steve’s cock together. He wanted to put his mouth there, lick the taste of her off Steve’s cock as he thrust into her, suck on her clit and cup Steve’s balls, work his mouth over both of them. Steve could put her on his lap so Bucky could kneel between both their legs. Next time - there wouldn’t be a next time.  _ Get it together, Barnes. _

“That’s good, you’re doing so good,” he murmured in Steve’s ear. Steve was trembling all over, sweat standing out on the back of his neck. Bucky could feel the muscles in Carter’s stomach jumping against the back of his hand. She was moaning steadily, increasingly loud, which was good because Steve couldn’t take this for long. He was getting close - Bucky could tell from the hitch in his breath on every thrust, a small choked sound almost like the start of an asthma attack. Bucky’d damn near had a heart attack the first time he heard Steve make it in bed. Bucky worked his fingers in the small circular motion that had gotten Carter off the first time. “She loves that. Fuck, you two look so good like this.” Steve whimpered, and alright, maybe talking wasn’t helping Steve’s stamina, but Bucky couldn’t help the way his mouth ran in bed. “That’s it.” 

He rubbed against Steve’s ass and Steve whined. “M’close,” he gasped. 

“I know. C’mon Carter. Come for us. Come all over his cock.”  She shuddered and arched, biting down on her lip. Bucky could feel her cunt spasming around Steve’s cock, the muscles under his hand twitching. He eyes flew wide and her hand on Steve’s arm clenched. 

Steve made a strangled, familiar sound as he came - one thing the serum hadn’t changed at all, and Bucky pressed his face against the hot, damp skin of his back, tasting sweat on his lips, and forcing himself to breathe. That was it. Steve and his girl. LIke it should be, except for Bucky here with them. 

In a minute he would get up. Roll away from them, get dressed, go back to his tent and get himself off, fast and silent. Try to sleep. In just a minute. He breathed in the familiar smell of Steve and didn’t move. 

Pulling out carefully, Steve tied off the rubber, and then flopped back on the bed between them. Carter was breathing hard, looking dazed.  _ Now is the time to leave, Barnes.  _ He started to shift away when Steve rolled over, and put his hand on Bucky’s cock. Bucky jumped. 

Steve’s hand was warm through his trousers, and the pressure was exquisite. He humped against Steve’s palm even as he said, “You don’t have to. I can take care of it.” 

“Shut up,” Steve grunted, unbuttoning his trousers. Bucky huffed out a sharp breath as Steve wrapped his fingers around his cock. His new hands were different but his grip was the same. Bucky tossed his head back on the pillow. Fuck it, he couldn’t say no to this. 

The mattress shifted as Steve moved. Bucky blinked his eyes open in time to see Steve bent his head. Bucky felt the ghost of warm air over his cock and gasped, “Don’t - Steve!” in the instant before Steve swallowed him down. “ _ Fuck _ , Steve.” His stomach rolled with shame and arousal, cheeks burning at the thought of Carter seeing Steve do this - god  _ fucking _ dammit Steve, you’re supposed to marry her, not suck me off in front of her - but he couldn’t stop his hips jerking up, one hand gripping the back of Steve’s neck. “Jesus, fuck.” Steve was an artist at sucking cock, after spending one summer with his face almost perpetually buried in Bucky’s crotch. And after so long achingly hard it didn’t take much. Bucky could feel heat coiling in his groin, balls drawing tight. He glanced up at Carter and saw her watching Steve intently, nothing disgusted about her expression at all. She was chewing on her lower lip and she looked… hungry. Turned on. 

Reaching out she put one hand on top of his, tangled in Steve’s hair. Steve groaned around his cock and Bucky came with a hoarse shout, his whole body curling up as he spilled in Steve’s mouth. 

When he had caught his breath and opened his eyes again, Steve was grinning smugly, wiping his mouth. Carter swiped a thumb over his lips, catching a drop of come at the corner of his mouth. Steve licked it off her fingers and Bucky felt his spent cock throb weakly. He stared at the ceiling as Steve’s furnace-hot body curled up beside him and wondered what the hell he had gotten himself into. 

 

**Author's Note:**

> If you like what you see, follow me on tumblr at my main blog [here](http://stillwaterseas.tumblr.com/) or my fandom blog [here](https://brklynboys-headcanons.tumblr.com/).
> 
> Comments are love!


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